Georg Fischer : Motions and voting material GF ASM 2024

128th Annual Shareholders' Meeting of Georg Fischer AG

17 April

2024

Motions and voting

documents for the shareholders of Georg Fischer AG

GF Shareholders' Meeting 2024

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Motions and voting documents for the shareholders of Georg Fischer AG

The 128th Annual Shareholders' Meeting of Georg Fischer AG will be held on Wednesday,

17 April 2024 at the IWC Arena in Schaffhausen.

Start: 15:00

Door opens: 14:00

IWC Arena, Breitenaustrasse 117, Schaffhausen

Requests or applications

Shareholders of Georg Fischer AG may submit their	Would you like to send inquiries or motions to
voting rights in writing or electronically to the indepen-	the company before the Shareholders' Meeting?
dent proxy, the law firm weber, schaub & partner ag,	Please use the following email address
Zurich.	([e-mail]). General questions
	and motions on the individual agenda items can
You can also attend our Shareholders' Meeting in	be submitted to this address in accordance with
person and cast your votes on the individual motions	the voting documents. Questions and motions can
on site.	be submitted until 23:59 on Monday, 15 April 2024.

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Contents

Contents

• 4 Foreword by the Chairman of the Board of Directors
• 6 Agenda items and motions of the Board of Directors
• 9 Explanation of the composition of the Board of Directors (agenda item 4)
  12 Short biographies Board of Directors
  16 Explanations on compensation (agenda items 6 and 7)
  18 Important notes

Agenda items and motions

6	1.	Report on the financial year 2023
6	1.1	Annual Financial Statements and Consolidated Financial Statements 2023
6	1.2	Advisory vote on the Compensation Report 2023
6	1.3	Vote on Non-financial Reporting 2023 (advisory vote)
7	2.	Appropriation of retained earnings 2023 and dividend distribution
7	3.	Discharge of the Board of Directors and the Executive Committee
7	4.	Elections to the Board of Directors
		Re-election
		New election
8	5.	Election of the Chairman and the Compensation Committee
8	5.1	Election of the Chairman
9	5.2	Election of the Compensation Committee
9	6.	Compensation of the Board of Directors
9	7.	Compensation of the Executive Committee
9	8.	Election of the statutory auditor
10	9.	Election of the independent proxy for the Annual Shareholders' Meeting 2025

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Foreword by the Chairman of the Board of Directors

 Dear Shareholders

In this document you will find the proposals and explanations of the Board of Directors so that you can exercise your voting rights by proxy or in person. We are very pleased to invite you to our Annual Shareholders' Meeting. It will start on Wednesday, 17 April 2024 at the IWC Arena in Schaffhausen at 15:00 and the doors will open at 14:00.

A milestone year in a challenging environment

2023 was a milestone year for GF. Thanks to the acquisition of the Finnish company Uponor, GF has made significant progress with its Strategy 2025. With sales of CHF 1.3 billion (2023), Uponor is the market leader in the building technology in the USA and Northern Europe and is highly complementary to GF, both geographically and in terms of products. With this acquisition - the largest in the Corporation's history - GF has increased its resilience. As Uponor is strong in the USA, GF's global presence is also better balanced worldwide.

Furthermore, GF strengthened its presence in the Middle East with the acquisition of a majority of Corys Piping Systems in Dubai (UAE). Both Uponor Corp. (Finland) and Corys Piping Systems (UAE), were fully consolidated as of November 2023. We expect these acquisitions to create a new momentum in the coming years. Close cooperation has already begun. GF Piping Systems will focus on industry and utility applications, while GF Uponor, a new division of GF, will concentrate on building technology, including sanitary and underfloor heating systems.

From a market perspective, the year was characterized by a challenging macroeconomic environment. Important markets (gas supply in Europe, the construction industry in Europe and in China) declined in 2023. In addition,

2023 was also witness to substantial currency head- winds linked to the strong Swiss franc and inflationary trends. In Swiss francs, sales were slightly below the previous year, although GF grew in local currencies. Despite all this, the Corporation's profitability remained at the high level of 2022, also thanks to cost-cutting measures and price adjustments.

Sustainability as strategic driver for GF

In 2023, GF already achieved most of its 2025 sustainability targets. With a clearly defined sustainability framework intertwined with its corporate strategy and a set of goals aligned with the Science Based Targets initiative (SBTi), GF is committed to addressing its impacts while also supporting its customers on their sustainability journey. A key metrics of our environmental performance indicators is the progress on products and services with social and environmental benefits.

In 2023, this share reached 68% (2022: 63%), which is in line with our 2025 target of 70%. That underscores the company's commitment to addressing the climate crisis and setting industry benchmarks.

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Changes in the Board of Directors

As announced during the past months, we are proposing Stefan Räbsamen and Annika Paasikivi as new members of the Board of Directors at the Annual Shareholders' Meeting on 17 April 2024. Hubert Achermann, Vice- Chairman of the Board of Directors of GF and Independent Lead Director is retiring from the Board of Directors on reaching the age limit. Furthermore, Roger Michaelis will not stand for re-election due to GF's 12-year limit on Board tenure.

Stefan Räbsamen, former Chairman of PwC Switzerland and Lead Auditor for GF from 2012 to 2018, brings extensive expertise in auditing, financial and ESG reporting, as well as excellent knowledge of GF and the manufacturing industry overall to the Board of Directors. Annika Paasikivi's in-depth knowledge of Uponor

and the building technology sector will contribute to the smooth integration of GF Uponor. The skills of all Board members are individually disclosed in the Corporate Governance Chapter of the Corporate Reports 2023.

The exchanges on topics such as Board refreshment, ESG and remuneration were highly valuable and appreciated by both sides. We certainly continue to proactively seek and engage in dialogues in the future, as they will support us in our ongoing development.

On behalf of the Board of Directors, I would like to take this opportunity to thank our valued shareholders for the trust they have continued to place in our management and the Board of Directors over the past year. We would also like to thank all our employees, business partners and customers for continuing to support GF on its path to becoming a leader in innovation and sustainability.

We look forward to a large turnout at the Annual Share- holders' Meeting on 17 April 2024, at the IWC Arena in Schaffhausen. The 2023 Letter to Shareholders is attached to this voting document. The complete 2023 Corporate Report can be found at www.georgfischer.com.

Yours sincerely

Georg Fischer AG

Active engagement with our stakeholders

In 2023, we also continued to engage with our share-
holders and proxy advisors. In addition to the annual
ESG Roadshow joined by the Chairman, our Independent
Lead Director, the Chairwoman of our Compensation
Committee and our Head of Investor Relations, we held	Yves Serra
several dedicated meetings with our stakeholders.	Chairman of the Board of Directors

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Agenda items and motions of the Board of Directors

The Board of Directors of Georg Fischer AG is submitting the following agenda items and motions for discussion and resolution by the Annual Shareholders' Meeting:

1. Report on the financial year 2023

1.1 Annual Financial Statements and Consolidated Financial Statements 2023

Motion: The Board of Directors proposes that the Annual Financial Statements and Consolidated Financial Statements for 2023 be approved.

Explanation: The full Corporate Reports include the financial statements of the GF Corporation and Georg Fischer AG as well as the Report to the Shareholders, the Management Review, the Sustainability Report, the Financial Report, the Corporate Governance Report, the Compensation Report, the TCFD Report, the Non- financial Reporting, and the Auditors' Reports on the Consolidated Financial Statements and Financial Statements of Georg Fischer AG.

The full Corporate Reports for 2023 are also available online at www.georgfischer.com. The Letter to the Shareholders is enclosed with the personal voting documents sent to registered shareholders.

A separate vote will be held on the Compensation Report (see agenda item 1.2) and Non-financial Reporting (see agenda item 1.3).

1.2 Advisory vote on the Compensation Report 2023

Motion: The Board of Directors proposes that the Compensation Report 2023 be approved (advisory vote).

Explanation: The Compensation Report 2023 explains the principles and elements of compensation at GF for members of the Board of Directors and the Executive Committee. It also contains information on all compensation that the company has paid to members of the Board of Directors and Executive Committee for the financial year 2023. The Compensation Report is part of the full 2023 Corporate Reports. The auditors have prepared a separate report to the shareholders on the Compensation Report. The vote is advisory in nature.

1.3 Vote on Non-financial Reporting 2023 (advisory vote)

Motion: The Board of Directors proposes the Non-financial Reporting 2023 be approved (advisory vote).

Explanation: The report on non-financial matters pursuant to Art. 964a-c of the Swiss Code of Obligations contains the information on environmental matters (in particular CO2 targets), social matters, employee matters, respect for human rights and the fight against corruption that is necessary for an understanding of the company's business performance, results, position and the impact of its activities on these non-financial matters. Details on compliance with this obligation can be found in Georg Fischer's Sustainability Report, which is available online at www.georgfischer.com. The overview table on pages 117 and 118 provides the basis for the topics in the sustainability report that must be voted on in accordance with Art. 964b of the Swiss Code of Obligations. The vote is consultative in nature.

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2. Appropriation of retained earnings 2023 and dividend distribution

Motion: The Board of Directors proposes the appropriation of balance sheet profit in 2023 as follows:

Net profit 2023	CHF	201'842'000
Earnings carried forward from the	CHF	1'293'430'000
previous year
Results from treasury shares	CHF	-233'000
Retained earnings	CHF	1'495'039'000
Payment of a dividend of	CHF	-106'623'000
CHF 1.30 per registered share
To be carried forward	CHF	1'388'416'000

Explanation: The Board of Directors proposes to the Annual Shareholders' Meeting to approve the appropriation of retained earnings 2023 and to distribute a dividend in the amount of CHF 1.30 per registered share as profit to the shareholders.

Subject to approval by the Annual Shareholders' Meeting, the dividend will be paid on 23 April 2024 to all shareholders holding Georg Fischer AG shares at the close

of trading on 18 April 2024. The registered shares of Georg Fischer AG will be traded "ex-dividend" as of

19 April 2024, i.e. without dividend entitlement for the financial year 2023. The dividend from retained earnings is subject to a withholding tax of 35%.

3. Discharge of the Board of Directors and the Executive Committee

Motion: The Board of Directors proposes that discharge be granted to the responsible corporate bodies for their activities in the 2023 financial year.

4. Elections to the Board of Directors Re-election

Motion: The Board of Directors proposes - individually - the re-election of:

Peter Hackel

Eveline Saupper

Ayano Senaha

Yves Serra

Monica de Virgiliis Michelle Wen

Explanation: According to Paragraph 16.2 of the Articles of Association of Georg Fischer AG, the term of office of a member of the Board of Directors lasts until the end of the next Annual Shareholders' Meeting. Re-election is possible. After 12 years on the Board of Directors, Roger Michaelis stepped down after reaching the maximum term of office as a member of the Board of Directors. Hubert Achermann will not stand for re-election at the Annual Shareholders' Meeting 2024 because he has reached the regulatory age limit. He was a member of the Board of Directors for ten years. The Board of Directors would like to thank Hubert Achermann and Roger Michaelis for their many years of successful service to GF and wishes them all the best in their future endeavors.

Further explanations on the requirements profile, the composition of the Board of Directors and specific aspects relating to corporate governance, as well as a short curriculum vitae of each of the proposed individu- als, can be found on pages 11 to 15 of the voting docu- ments.

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New election

Motion: The Board of Directors proposes the election of: Annika Paasikivi

Stefan Räbsamen

as members of the Board of Directors.

Explanation: Annika Paasikivi (1975) is a Finnish citizen and has a Bachelor's degree from the European Business School London and a Master's degree from the University of Southampton. She is currently Chair and CEO of Oras Invest Oy and CEO and Director of Finow Oy, as well as a member of the Board of Directors of both companies. In the past, she was a member of the Board of Directors of the Uponor Group (2014-2023) and its Chair from 2018 to 2023. Prior to that, she had many management roles at Friitala Fashion Oy Ltd. and served as principal at Grundfos Environment Finland Oy AG.

Stefan Räbsamen (1965) is a Swiss citizen and has a Master's degree in economics and administration from the University of Bern. He worked at PwC Switzerland from 1992 to 2022, as partner since 2002, and as president of the country subsidiary PwC Switzerland from July 2019 to June 2022. As part of his mandates for multinational companies, he was also lead auditor for GF from 2012 to 2018. In line with the standard two-year cooling -off period for auditing companies, he will take up his new position at the beginning of July 2024.

5. Election of the Chairman and the Compensation Committee

5.1 Election of the Chairman

Motion: Subject to his re-election as a member of the Board of Directors, the Board of Directors proposes the re-election of:

Yves Serra

as Chairman of the Board of Directors until the conclusion of the next Annual Shareholders' Meeting.

Explanation: Yves Serra has chaired the Board of Directors since 2020. He was President and CEO of GF from 2008 to 2019. Following his resignation as CEO in 2019, he was elected to the Board and appointed Vice Chairman. Yves Serra, if re-elected, will not be a member of either the Audit or the Compensation Committee.

Subject to her re-election, Eveline Saupper will be appointed by the Board of Directors as Vice Chair and Independent Lead Director.

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5.2 Election of the Compensation Committee

Motion: Subject to their election as members of the Board of Directors, the Board of Directors proposes - individually - the election of:

Annika Paasikivi

Eveline Saupper

Michelle Wen

as members of the Compensation Committee until the conclusion of the next Annual Shareholders' Meeting.

Explanation: Eveline Saupper has been a member of the Compensation Committee since 2015, Michelle Wen since 2023. Annika Paasikivi will join the Committee for the first time.

The Board of Directors proposes independent members of the Board for election to the Compensation Committee. Given their personal and professional qualifications and background, they possess the knowledge and commitment necessary to realize the requirements made of the Compensation Committee by the law, the Articles of Association, and the Annual Shareholders' Meeting on behalf of the Corporation.

Subject to her election to the Compensation Committee, the Board of Directors will elect Eveline Saupper as Chairwoman of the Compensation Committee.

6. Compensation of the Board of Directors

Motion: The Board of Directors proposes a maximum total sum of CHF 3'600'000 for remuneration of the members of the Board of Directors for the period from the Annual Shareholders' Meeting 2024 to the Annual Shareholders' Meeting 2025.

Explanation: Further information on this motion can be found on page 16.

7. Compensation of the Executive Committee

Motion: The Board of Directors proposes a maximum total sum of CHF 14'476'000 for remuneration of the members of the Executive Committee for the 2025 financial year.

Explanation: Further information on this motion can be found on page 16.

8. Election of the statutory auditor

Motion: The Board of Directors proposes the election of: PwC (PricewaterhouseCoopers AG), Zurich,

as the statutory auditor for the financial year 2024.

Explanation: PricewaterhouseCoopers AG, Zurich, is an independent international firm of auditors with an acknowledged reputation. It was first chosen for this mandate at the 2012 Annual Shareholders' Meeting.

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9. Election of the independent proxy for the Annual Shareholders' Meeting 2025

Motion: The Board of Directors proposes the election of the law firm DGS Rechtsanwälte Zürich, represented by lic. iur. Christoph J. Vaucher, as independent proxy until after the end of the Annual Shareholders' Meeting 2025.

Explanation: The law firm DGS Rechtsanwälte Zurich, represented by lic. iur. Christoph J. Vaucher, ensures the requisite independence from the company for this task pursuant to Art. 728 CO. The mandate comes to an end after the conclusion of the Annual Shareholders' Meeting 2025. That means that the mandate also applies for any extraordinary Annual Shareholders' Meeting prior to the ordinary 2025 Annual Shareholders' Meeting.

Thank you for your attention. We cordially invite you to exercise your voting rights.

Kind regards

Georg Fischer AG

For the Board of Directors

The Chairman

Yves Serra

Schaffhausen, 19 March, 2024